Admission Document Keywords Is an International Technical Services Provider to the Global Video Games Industry
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Admission Document Keywords is an international technical services provider to the global video games industry. Established in 1998, and now with facilities in Dublin, Tokyo, Rome, Montreal and Seattle, it provides integrated localisation, testing and audio services across 30 languages and 12 games platforms to a blue chip client base in circa 15 countries. Contents Expected Timetable of Principal Events 3 Placing Statistics 3 Directors, Secretary and Advisers 4 Definitions 5 Glossary Of Technical Terms 9 Part I Information on the Group 10 Part II Risk Factors 29 Part III Financial Information 36 Section A – Accountant’s Report on Keywords Studios Plc 36 Section B – Financial Information on Keywords Studios Plc 38 Section C – Accountant’s Report on Keywords International Limited 40 Section D – Financial Information on Keywords International Limited 42 Part IV Additional Information 62 Appendix 89 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document and/or the action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (“FSMA”) if you are in the United Kingdom or, if not, you should immediately consult another appropriately authorised independent professional adviser. This document, which comprises an AIM admission document, has been drawn up in accordance with the AIM Rules for Companies. This document does not contain an offer of transferable securities to the public within the meaning of section 85 of FSMA and is not a prospectus for the purposes of the Prospectus Rules made under section 73A of FSMA. Accordingly this document has not been prepared in accordance with the Prospectus Rules, nor has it been approved by the Financial Conduct Authority (the “FCA”) pursuant to section 85 of FSMA and a copy has not been delivered to the FCA under regulation 3.2 of the Prospectus Rules. Application will be made for all of the Ordinary Shares, issued and to be issued, to be admitted to trading on the AIM market of London Stock Exchange plc (“AIM”). AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List of the United Kingdom Listing Authority. A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. Each AIM company is required pursuant to the AIM Rules for Companies to have a nominated adviser. The nominated adviser is required to make a declaration to the London Stock Exchange on Admission in the form set out in Schedule Two to the AIM Rules for Nominated Advisers. The London Stock Exchange has not itself examined or approved the contents of this document. It is expected that admission to AIM will become effective, and that dealings in the Ordinary Shares will commence on 12 July 2013. The Directors, whose names are set out on page 4 of this document, and the Company accept responsibility for the information contained in this document. To the best of the knowledge and belief of the Directors and the Company (each of whom has taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. Keywords Studios plc (Incorporated and registered in England and Wales under the Companies Act 2006 with registered number 08548351) Placing of up to 22,757,104 Ordinary Shares at 123 pence per Ordinary Share Admission to trading on AIM Nominated Adviser and Broker Numis Securities Limited Numis Securities Limited, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the Financial Conduct Authority and is acting as nominated adviser and broker for the purposes of the AIM Rules for Companies exclusively for the Company and no one else in connection with the matters described herein and will not be responsible to any other person for providing the protections afforded to customers of Numis Securities Limited, or for advising any other person on the contents of this document or any matter referred to herein. The responsibilities of Numis Securities Limited, as nominated adviser, are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or any other person and accordingly no duty of care is accepted in relation to them. Numis Securities Limited has not authorised the contents of, or any part of, this document and no representation or warranty, express or implied, is made by Numis Securities Limited as to, and no liability whatsoever is accepted by Numis Securities Limited in respect of, any of the contents of this document (without limiting the statutory rights of any person to whom this document is issued). This document does not constitute an offer to issue or sell, or the solicitation of any offer to subscribe for or buy, any of the Ordinary Shares in any jurisdiction where it may be unlawful to make such offer or solicitation. The distribution of this document in certain jurisdictions may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe such restrictions. Any such distribution could result in a violation of the laws of such jurisdictions. In particular, this document is not for distribution into the United States, Canada, Australia, Japan, the Republic of Ireland or the Republic of South Africa and is not for distribution directly or indirectly to any US person. The Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the “US Securities Act”), or under the securities legislation of, or with any securities regulatory authority of, any state or other jurisdiction of the United States or under the applicable securities laws of any province or territory of Canada or under the securities laws of Australia, Japan, the Republic of Ireland or the Republic of South Africa. No broker, dealer or other person has been authorised by the Company, the Directors or Numis Securities Limited to issue any advertisement or to give any information or make any representation in connection with the offer or sale of the Placing Shares other than those contained in this document and, if issued, given or made, any such advertisement, information or representation must not be relied upon as having been authorised by the Company, the Directors or Numis Securities Limited. Copies of this document will be available free of charge during normal business hours on any day (except Saturdays, Sundays and public holidays) from the registered office of the Company and at the offices of Numis Securities Limited at The London Stock Exchange Building, 10 Paternoster Square, London EC4M 7LT from the date of this document and for a period of at least one month from Admission. Forward Looking Statements Certain statements in this document are “Forward Looking statements”. These Forward Looking statements are not based on historical facts but rather on the Directors’ expectations regarding the Company’s future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), planned expansion and business prospects and opportunities. Such Forward Looking statements reflect the Directors’ current beliefs and assumptions and are based on information currently available to the Directors. Forward Looking statements involve significant known and unknown risks and uncertainties. A number of factors could cause actual results to differ materially from the results discussed in the Forward Looking statements, including risks associated with vulnerability to general economic market and business conditions, competition, environmental and other regulatory changes or actions by governmental authorities, the availability of capital, reliance on key personnel, uninsured and underinsured losses and other factors, many of which are beyond control of the Company. Although the Forward Looking statements contained in this document are based upon what the Directors believe to be reasonable assumptions, the Company cannot assure investors that actual results will be consistent with these Forward Looking statements. Market and Financial Information The data, statistics and information and other statements in this document regarding the markets in which the Group operates, or the Group’s position therein, are based on the Group’s records or are taken or derived from statistical data and information derived from the sources described in this document. In relation to these sources, such information has been accurately reproduced from the published information, and, so far as the Directors are aware and are able to ascertain from the information provided by the suppliers of these sources, no facts have been omitted which would render such information inaccurate or misleading. Unless otherwise indicated, financial information in this document, including the audited consolidated financial statements for the years ended 31 December 2010, 31 December 2011 and 31 December 2012, and the notes